QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2010

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

CHINA ALUMINUM FOIL, INC.

(Exact name of registrant as specified in Charter)

Nevada

000-53890

27-1805188

(State or other jurisdiction of

incorporation or organization)

(Commission File No.)

(IRS Employee Identification No.)

195 Route 9 South

Suite 204

Manalapan, New Jersey 07726

(Address of Principal Executive Offices)

_______________

(732)409-1212

(Issuer Telephone number)

_______________

AJ ACQUISITION CORP V, INC.

(Former Name or Former Address if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yeso Nox

State the number of shares outstanding of each of the issuer’s classes of common equity, as of January 13, 2011: 10,100,000 shares of common stock.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

10,100,000 common shares issued and outstanding as of February 14, 2010

CHINA ALUMINUM FOIL, INC.

FORM 10-Q

December 31, 2010

INDEX

PART I-- FINANCIAL STATEMENTS

Item 1.

Financial Statements

1

Item 2.

Management’s Discussion and Analysis and Results of Operations

8

Item 3

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4T

Controls and Procedures

12

PART II-- OTHER INFORMATION

Item 1

Legal Proceedings

13

Item 1A

Risk Factors

13

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3.

Defaults Upon Senior Securities

13

Item 4.

(Removed & Reserved)

13

Item 5.

Other Information

13

Item 6.

Exhibits

14

SIGNATURE

PART I – FINANCIAL STATEMENTS

Item 1. Financial Statements

Our unaudited interim financial statements for the six month six month period ended December 31, 2010 form part of this quarterly report. They are stated in United States Dollars ($US) and are prepared in accordance with United States generally accepted accounting principles.

Common Stock (par value $0.001 per share; 100,000,000 shares authorized; 10,100,000 and 100,000 shares issued and outstanding as of December 31, 2010 and June 30, 2010 respectively)

10,100

100

Additional paid in capital

8,047,988

7,798,387

Retained earnings /(deficits)

535,411

(390,518

)

Accumulated other comprehensive income

673,235

145,181

TOTAL SHAREHOLDERS’ EQUITY

9,266,734

7,553,150

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

13,495,371

$

16,133,591

The accompanying notes are an integrated part of these consolidated financial statements

2

China Aluminum Foil Inc.

Consolidated Statements of Operations and Comprehensive Income

(Stated in US dollars)

Three Months Ended

Six Months Ended

December 31, 2010

December 31, 2009

December 31, 2010

December 31, 2009

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Sales revenue

$

20,420,619

$

11,436,759

$

37,445,221

$

18,313,528

Cost of goods sold

19,715,715

9,816,130

36,232,888

16,933,814

Gross Profit

704,904

1,620,629

1,212,133

1,379,714

Operating expenses

Selling expenses

31,809

122,108

65,827

223,185

General and administrative expenses

135,621

194,074

195,097

266,888

Total operating expenses

167,430

316,182

257,924

490,073

Income (loss) from operations

537,474

1,304,447

954,409

889,641

Interest income

403

206

700

462

Bank Charge

(83

)

(345

)

(1,211

)

(615

)

Income (loss) before income tax

537,794

1,304,308

953,898

889,488

Current Income Tax Expense

156,650

-

260,944

-

Deferred Income Tax Benefit

(129,681

)

-

(233,975

)

-

Net Income (Loss)

$

510,825

$

1,304,308

$

926,929

$

889,488

Other comprehensive income

Foreign currency translation adjustments

264,664

(391,108

)

527,086

262,237

Total Comprehensive Income (Loss)

$

775,489

$

913,200

$

1,454,015

$

1,151,725

Earnings per share - basic and diluted

0.09

13.04

0.31

8.89

Weighted average shares outstanding - basic and diluted

5,969,565

100,000

3,034,783

100,000

The accompanying notes are an integrated part of these consolidated financial statements

3

China Aluminum Foil Inc.

Consolidated Statements of Cash Flows

(Stated in US dollars)

Six Months Ended

December 31, 2010

December 31, 2009

(Unaudited)

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

926,929

$

889,488

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation expense

171,249

144,659

Changes in operating assets and liabilities:

Accounts receivable

4,902,801

(1,068,285

)

Advances to suppliers

1,121,691

(231,008

)

Other receivables

99,880

(163,833

)

Inventories

(598,741

)

(1,431,796

)

Prepaid expense

23,051

-

Deferred tax asset

(236,946

)

-

Accounts payable

259,157

(604,452

)

Customer deposits

57,062

(128,283

)

Other payables

(78,061

)

(4,608

)

Taxes payable

62,986

15,417

Due to/from related party

(4,830,301

)

3,542,798

CASH USED IN OPERATING ACTIVITIES

1,880,757

960,097

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment

(10,272

)

(142,962

)

Prepayments for office building

-

(515,898

)

Note receivable

127,783

(185,554

)

CASH USED IN INVESTING ACTIVITIES

117,511

(844,414

)

CASH FLOWS FROM FINANCING ACTIVITIES

Capital contribution

128,880

-

CASH PROVIDED IN FINANCING ACTIVITIES

128,880

-

Effect of exchange rate changes on cash and cash equivalents

135,212

34,023

NET INCREASE (DECREASE) IN CASH

2,262,360

149,706

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

136,742

$

111,725

CASH AND CASH EQUIVALENTS AT END OF YEAR

2,399,102

$

261,431

Supplementary Disclosures for Cash Flow Information:

Income taxes paid

185,612

$

-

NON-CASH INVESTING AND FINANCING ACTIVITIES

Imputed interest to the related party

90,515

$

36,603

The accompanying notes are an integrated part of these consolidated financial statements

4

China Aluminum Foil, Inc.

Notes to Consolidated Financial Statements

(Stated in US dollars)

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Zhengzhou Shensheng Aluminum Foil Co., Ltd. (“Shensheng”) was incorporated on February 4, 2008 in Zhengzhou City, Henan Province, People’s Republic of China (the“PRC”) with registered capital of RMB 60 million ($8,342,255). Mr. Congfu Li is the controlling shareholder of Zhengzhou Aluminum Co., Ltd., (“Zhengzhou Aluminum”) and 100% of equity interest of Shensheng is held by Zhengzhou Aluminum. Shensheng is primarily engaged in manufacturing and sales of aluminum foils products in China. China Aluminum Foil, Inc. (“China Aluminum”, or “the Company”, formerly “AJ Acquisition Corp V, Inc.”) was incorporated in the State of Nevada on January 29, 2010. The business purpose of the Company is to seek the acquisition of or merger with, an existing company.

Prior to the incorporation on February 4, 2008, Shensheng was a division of Zhengzhou Aluminum. On January 22, 2008, the shareholders of Zhengzhou Aluminum consented to separate the division from the Group and incorporate into a new company. Zhengzhou Aluminum transferred its equipments to Shensheng and the assets transferred were recorded at historical cost as it was a transfer between entities under common control.

Lucky Express (China) Limited (“Lucky Express”) was incorporated under laws of Hong Kong, PRC, on April 22, 2010 to serve as the intermediate holding company. Mr. Congfu Li, the controlling interest holder of Shensheng acquired 100% of outstanding shares of this Company on September 20, 2010.

Zhengzhou Shentong Investment Consulting Co., Ltd. (“Shentong”) was incorporated on August 10, 2010 in Zhengzhou City, Henan Province, PRC, and is a wholly owned foreign enterprise (“WOFE”) of the Company.

As part of the restructuring, on August 12, 2010, Shentong entered into a series of agreements with Zhengzhou Aluminum and Shensheng, including Consulting Agreement and Operating Agreement, which entitled Shentong to have substantially all of the economic benefits of Shensheng in consideration for consulting services provided by Shentong to Shensheng. An Option Agreement allows Shentong to acquire the shares of Shensheng when permitted by the PRC laws. And, Powers of Attorney that provides Shentong with the voting rights of Shensheng’s shareholder and Equity Interest Pledge Agreement that pledges the shares in Shensheng to Shentong without transferring legal ownership in Shensheng to Shentong. As the result of restructuring, Shensheng became a variable interest entity (“VIE”) and is included in the consolidated group. Since the companies mentioned above and Shensheng are under common control, the restructuring has been accounted using the "as if" pooling method of accounting and the operations were consolidated as if the restructuring has occurred as of the beginning of the earliest period presented in our consolidated financial statements.

In November 2010, Lucky Express completed a reverse acquisition with through a share exchange with the Company whereby the Company acquired 100% of the issued and outstanding common stock of Lucky Express in exchange for 10,000,000 shares of the Company. As a result of the reverse acquisition, Lucky Express became the Company’s wholly-owned subsidiary and the former shareholders of the Lucky Express became controlling stockholders of the Company. The share exchange transaction was treated as a reverse acquisition, with Lucky Express as the accounting acquirer and the Company as the acquired party.

The acquisition of Shensheng’s controlling interest has been treated as a recapitalization with no adjustment to the historical basis of their assets and liabilities.

5

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

The accompanying consolidated financial statements reflect the financial position, results of operations and cash flows of the Company and all of its wholly owned subsidiary and its VIE as of June 30, 2010 and 2009, and for the years ended June 30, 2010 and 2009, and have been prepared in accordance with U.S Generally Accepted Accounting Principles (“US GAAP”).

(b) Basis of consolidation

The consolidated financial statements include the accounts of the Company, its subsidiaries, and it’s VIE. All significant inter-company transactions and balances have been eliminated upon consolidation.

We consolidate Shensheng because it meets the requirement of being a VIE under US GAAP. In general, a VIE is a corporation, partnership, limited liability company, trust, or any other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations.

(c) Income taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities.

(d) Comprehensive income

The Company has adopted the provisions of ASC 220 “Reporting Comprehensive Income” which establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. During the periods presented, other comprehensive income includes cumulative translation adjustment from foreign currency translation.

NOTE 3 – ADVANCE FOR SERVICES

As of December 31, 2010, the Company prepaid approximately $163,884 for consulting services provided for assisting the Company listed on US stock market.

6

NOTE 4 – INVENTORY

As of December 31, 2010 and June 30, 2010, inventory consists of the following:

As of December 31, 2010

As of June 30, 2010

WIP

$

2,294,713

$

2,087,754

Finished goods

1,696,979

1,220,499

Auxiliaries (Spare parts)

23

682

Total

$

3,991,715

$

3,308,935

NOTE 5 – PRIVATE PLACEMENT

On October 29, 2010, the Company completed a private placement transaction (the “Private Placement”) pursuant to which, the Company received gross proceeds in the amount of approximately $128,000.

NOTE 6 – INCOME TAXES

The Company’s PRC subsidiary Shentong and VIE Shensheng were incorporated in the PRC and are governed by the Enterprise Income Tax Law of the PRC (“EIT Law”). The Company is subject to tax at a statutory rate of 25% on income reported in the statutory financial statements after tax adjustments for and three and six month periods ended December 31, 2010 and 2009 respectively. The effective tax rates for the Company are as follows:

Three months ended December 31, 2010

Three months ended December 31, 2009

Six months ended December 31, 2010

Six months ended December 31, 2009

U.S. Federal income tax statutory rate

35

%

35

%

35

%

35

%

PRC Statutory income tax rate (25%) difference

-10

%

-10

%

-10

%

-10

%

Changes of valuation allowance of deferred tax assets

-20

%

-25

%

-22

%

-25

%

5

%

0

%

3

%

0

%

NOTE 7 – EARNINGS PER SHARES

Basic net income per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Diluted net income per share is computed by using the weighted-average number of ordinary shares outstanding and, when dilutive, potential shares from warrants to purchase ordinary shares, using the treasury stock method. For three and six months ended December 31, 2010 and 2009, the Company had no common stock equivalents that could potentially dilute future earnings per share.

NOTE 8 – RELATED PARTY TRANSACTIONS

The company has undertaken business transactions in the ordinary course of business with Zhengzhou Aluminum (“ZA”), the main related party of the Company. During the three and six months ended December 31, 2010 and 2009, the transactions were summarized as follows:

Three Months Ended

Six Months Ended

12/31/2010

12/31/2009

12/31/2010

12/31/2009

Sales to ZA

$

3,914,453

$

1,711,998

$

10,286,662

$

3,290,650

Purchase of raw materials from ZA

22,521,241

10,723,696

39,338,165

19,815,653

Purchase of utility from ZA

215,854

209,499

450,707

423,762

Other purchases from ZA

138,831

86,963

344,553

87,104

Salary paid by ZA

103,175

164,257

201,739

258,763

Processing fee to ZA

19,503

62,483

32,922

124,770

Repair services provided by ZA

-

-

-

125,781

Imputed rental expense for use of offices, plants, and equipments of ZA

12,425

177,755

12,425

177,755

7

Item 2. Management’s Discussion and Analysis and Results of Operations

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management's Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to:

·

our anticipated growth strategies and our ability to manage the expansion of our business operations effectively;

·

our ability to maintain or increase our market share in the competitive markets in which we do business;

·

our ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological advances;

·

our dependence on the growth in demand for the end applications that are powered by our products;

Uncertainties with respect to the People’s Republic of China (“China”) legal and regulatory environment.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock.

We were incorporated in the State of Nevada on January 29, 2010 as AJ Acquisition V, Inc. Since inception we have been engaged in organizational efforts and obtaining initial financing. Our business purpose was to seek the acquisition of or merger with, an existing company.

8

Effective November 1, 2010 we changed our name from AJ Acquisition Corp. V, Inc. to China Aluminum Foil, Inc., by way of a merger with our wholly owned subsidiary China Aluminum Foil, Inc., which was formed solely for the change of name.

On November 8, 2010 we entered into and closed a share exchange agreement with Lucky Express (China) Ltd., a company incorporated under the laws of Hong Kong and the shareholders of 100% of the share capital of Lucky Express, including our director, Congfu Li. According to the terms of the share exchange agreement, we agreed to acquire 1,000,000 issued and outstanding shares of Lucky Express, being all of the issued and outstanding shares of Lucky Express, from the selling shareholders in exchange for 10,000,000 shares of our common stock.

Lucky Express’s wholly owned subsidiary, Zhengzhou Shentong Investment Consulting Co., Ltd., a wholly owned foreign enterprise organized under the laws of China entered into a number of contracts with Zhengzhou Shensheng Aluminum Foil Co., Ltd., a company organized under the laws of China, which is engaged in the production of aluminum foil, and Zhengzhou Aluminum Co., Ltd., the sole shareholder of Shensheng.

We had 100,000 shares of our common stock issued and outstanding before the closing of the transactions contemplated by the share exchange agreement. Upon the closing of the transactions, we issued 10,000,000 shares of our common stock to the Lucky Express shareholders. The shares were issued in reliance upon an exemption from registration pursuant to Regulation S promulgated under the Securities Act of 1933, as amended. As of the filing of this Current Report on Form 10-Q there were 10,100,000 shares of our common stock issued and outstanding.

Our principal offices are located at Building No.35, No.1 Cui Zhu Street, High-tech Development Area, Zhengzhou City, Henan Province, China. Our telephone number is (86) 371-67539696. Our fiscal year is June 30.

Liquidity and Capital Resources

Working Capital

At December 31,2010

At June 30, 2010

Current Assets

$

7,485,901

$

10,377,854

Current Liabilities

$

4,228,637

$

8,580,441

Working Capital

$

3,257,264

$

1,797,413

Cash Flows

Six Months Ended

Six Months Ended

December 31,2010

December 31, 2009

Net Cash Provided by (Used in) Operating Activities

$

1,880,757

$

960,097

Net Cash Provided by (Used In) Investing Activities

$

117,511

$

(844,414

)

Net Cash Provided by Financing Activities

$

128,880

$

-

Effect of Exchange Rate Changes

$

135,212

$

34,023

Increase (Decrease) In Cash During The Period

$

2,262,360

$

149,706

During the six month period ended December 31, 2010 we received net cash of $1,880,757 from operating activities, compared to net cash received of $960,097 from operating activities during the six month period ended December 31, 2009. The increase in cash from operating activities during the six month period ended December 31, 2010 was primarily due to cash received from accounts receivable.

During the six month period ended December 31, 2010 we received net cash of $117,511 from investing activities, including $127,783 received from notes receivable and $10,272 in purchase of property, plant and equipment. During the six month period ended December 31, 2009 we spent net cash of $844,414 on investing activities, including $185,554 paid for notes receivable, $515,898 in prepayment for an office building and $142,962 in purchases of property, plant and equipment.

9

During the six month period ended December 31, 2010 we received net cash of $128,880 from financing activities, compared to net cash spending of $0 from financing activities during the six month period ended December 31, 2009. The net received from financing activities in the period in 2010 was entirely the result of capital contributions.

During the six month period ended December 31, 2010 we recognized a gain of $135,212 due to the effect of exchange rates on our cash, compared to a gain of $34,023 due to the same effect during the six month period ended December 31, 2009. Our net cash increased by $2,262,360 during the six month period ended December 31, 2010, compared to a net cash increase of $149,706 during the six month period ended December 31, 2009.

We anticipate that we will meet our ongoing cash requirements by retaining income as well as through equity or debt financing. We plan to cooperate with various individuals and institutions to acquire the financing required to manufacture and distribute our products and anticipate this will continue until we accrue sufficient capital reserves to finance all of our expansion efforts independently.

We intend to meet our cash requirements for the next 12 months through retained earnings and a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any private placement financings. However, there is no assurance that any such financing will be available or if available, on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out our business plan.

Results of Operations

Three month Summary ending December 31, 2010 and 2009

Three Months Ended

December 31

2010

2009

Revenue

$

20,420,619

$

11,436,759

Cost of Goods Sold

$

19,715,715

$

9,816,130

Operating Expenses

$

167,430

$

316,182

Net Income

$

510,825

$

1,304,308

Expenses

Our operating expenses for the three month periods ended December 31, 2010 and 2009 are outlined in the table below:

December 31, 2010

December 31, 2009

Selling

$

31,809

$

122,108

General and administrative

$

135,621

$

194,074

Operating expenses for the three months ended December 31, 2010, decreased $148,752 as compared to the comparative period in 2009 primarily as a result of more efficient use of our sale channels and internal administration. However, we experienced a significant increase in the cost of goods sold from the three month period in 2009 to the same period in 2010. This increase had a significant impact on our net profit which was $793,483 lower during the period in 2010 compared to 2009.

10

Revenues

During the three month period ended December 31, 2010 we generated $20,420,619 in revenues, compared to revenues of $11,436,759 during the three month period ended December 31, 2009. Our cost of revenues increased from $9,816,130 to $19,715,715 from the three month period ended December 31, 2009 to December 31, 2010. The increase in sales revenue is driven by the increased customer base and demand for our products.

Net Income

For the three month period ended December 31, 2010 we generated net income of $510,825, compared to net income of $1,304,308 for the three month period ended December 31, 2009.

Six month Summary ending December 31, 2010 and 2009

Six Months Ended

December 31

2010

2009

Revenue

$

37,445,221

$

18,313,528

Cost of Goods Sold

36,232,888

16,933,814

Operating Expenses

$

257,924

$

490,073

Net Income

$

926,929

$

889,488

Expenses

Our operating expenses for the six month periods ended December 31, 2010 and 2009 are outlined in the table below:

December 31, 2010

December 31, 2009

Selling

$

65,827

$

223,185

General and administrative

$

192,097

$

266,888

Operating expenses for the six months ended December 31, 2010, decreased $232,149 as compared to the comparative period in 2009 primarily as a result of more efficient use of our sale channels and internal administration. However, we experienced a significant increase in the cost of goods sold from the six month period in 2009 to the same period in 2010. This increase had a significant impact on our net profit which was only $37,441 higher during the period in 2010 despite a $19,131,693 increase in revenues.

Revenues

During the six month period ended December 31, 2010 we generated $37,445,221 in revenues, compared to revenues of $18,313,528 during the six month period ended December 31, 2009. Our cost of revenues increased from $16,933,814 to $36,232,888 from the six month period ended December 31, 2009 to December 31, 2010. The increase in sales revenue is driven by the increased customer base and demand for our products.

Net Income

For the six month period ended December 31, 2010 we generated net income of $926,929 compared to net income of $889,488 for the six month period ended December 31, 2009.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application.

11

Basis of preparation

The accompanying consolidated financial statements reflect the financial position, results of operations and cash flows of the Company and all of its wholly owned subsidiary and its VIE as of June 30, 2010 and 2009, and for the years ended June 30, 2010 and 2009, and have been prepared in accordance with U.S Generally Accepted Accounting Principles (“US GAAP”).

Basis of consolidation

The consolidated financial statements include the accounts of the Company, its subsidiaries, and it’s VIE. All significant inter-company transactions and balances have been eliminated upon consolidation.

We consolidate Shensheng because it meets the requirement of being a VIE under US GAAP. In general, a VIE is a corporation, partnership, limited liability company, trust, or any other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, we carried out an evaluation, with the participation of our management, including the company’s chief executive officer and chief financial officer (our principal executive officer, principal financial and accounting officer), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our chief executive officer and chief financial officer (our principal executive officer, principal financial and accounting officer) concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal controls

During the period covered by this report, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

As a "smaller reporting company", we are not required to provide the information required by this Item.

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